Extending the business
Verified 01 January 2024 - Legal and Administrative Information Directorate (Prime Minister)
The business shall be constituted for a period laid down in the statutes. At least one year before the end of the term, it is possible to extend (or extend) this period. To do this, the partners must decide to continue the activity for a new period. Once they've let that time pass, they have the opportunity to regularize the situation by going to court. In all cases, formalities are necessary.
The business (commercial or civil) shall be for a limited period of time provided for in statutes. This period is a mandatory reference to the articles of association. It cannot exceed 99 years.
To carry on the activity after the planned term, the partners must first extend the life of the business. They have to make that decision at least 1 year before the date of expiry.
This extension of the business period therefore entails a amendment of the statutes. It must be published in a legal listing support then registered at the registry of the court.
1. Hold a meeting of partners deciding to extend the business
One at least one year before termination of the business, the members shall be summoned by the manager to decide on the extension of the business period. The new fixed period may not exceed 99 years.
It shall be decided in accordance with the rules of majority specific to each business. It can sometimes be decided byunanimity associates.
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SARL
SARL incorporated before 4 August 2005
The decision to amend the articles of association of an LLC must be adopted by the members representing at least 3/4 of the shares.
There's no pitch of quorum required.
A minimum number of participants present or represented at the AGE is not required.
SARL incorporated after 4 August 2005
The general meeting may validly deliberate only if the partners present or represented possess at least 1/4 shares (on first notice) and 1/5 of these (on second notice).
If not, a new meeting must be convened within 2 months.
If the quorum is respected, the amendments must then be decided by a majority of 2/3 of the shares held by the members present or represented.
SA
The amendment of the statutes must be voted on special general meeting (AGE) at qualified majority of 2/3 the votes of shareholders present or represented.
The decision of the members shall be recorded in a report.
It is also necessary to update statuses by simply replacing the old terms with the new ones.
LOCK
The decision to amend the statutes must be adopted and approved under the conditions laid down in the statutes themselves:
- Body empowered to take the decision : Governing Board, General Assembly
- Number of votes required : classic majority (50%), 2/3 majority, 3/4 majority, etc.
- Quorum required : if it is a decision taken at a general meeting
Warning
in the absence of any particulars in the articles of association, the agreement unanimous partners are required.
The decision of the members shall be recorded in a report.
It is also necessary to update statuses by simply replacing the old terms with the new ones.
SCI
The decision to extend the business period must be voted on and approved by the partners meeting in special general meeting (AGE) If the status change is not approved at the first meeting, the partners are consulted again.
Any amendment to the Articles of Association shall require the agreement of the unanimity of the members (100%). However, the statutes may provide for certain decisions to be taken with the agreement of a majority (50 %).
2. Publish in a legal ad medium
The decision of the members or shareholders to extend the business shall be published in the 1-month period in a medium entitled to receive legal announcements in the department of the business' headquarters.
Search for media eligible to publish legal listings by department
The notice of publication shall contain the following:
- Reason or corporate name
- Legal form
- Share capital
- Social purpose
- Address of registered office
- Place and registration number of SCR: titleContent or Siren number
- Decision or minutes of the general meeting, dated and signed
- Changes made
Once published, a certificate of publication the notice of amendment is issued.
3. Record status change
The extension of the business entails a change in the statutes. It must be declared on the website of the company formalities office.
The following documents must be attached to the declaration:
- Copy of minutes of general meeting or decision of the members extending the business
- Copying statutes updated
- Certificate of publication in a legal listing support
Auto-insert at Bodacc (Official Bulletin of Civil and Commercial Advertisements) by the Registry will issue the amendment enforceable against third parties.
Where the members have forgotten the date of termination of the business or have not been summoned within one year before the expiry date laid down in the articles of association, there is a possibility of avoiding dissolution.
Within one year of the date of expiry of the business, all associated may ask the President of the Court of First Instance to ascertain the willingness of the members to extend the business.
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commercial business
Partner must contact commercial court the location of the seat of the business:
civil business
Partner must contact court of law the location of the seat of the business:
Who shall I contact
When accepting the request of the partner, the court may one of the following decisions :
- It may authorize the consultation of members or shareholders by way of regularization within 3 months
- It may appoint a court representative to summon the members to give an opinion on the possible extension of the business.
Partners meet to decide proto extend the life of the business. They must also change statuses to indicate the new business duration.
The following formalities must then be carried out:
- Publish the decision to extend the business in a legal listing support.
- Save status change on the website of the company formalities office
Where the members or shareholders summoned to a meeting refuse to extend the term, the business shall cease on the expiry of the term laid down in the articles of association.
The business therefore ceases to operate. The associates then vote on the dissolving business and appoint an amicable liquidator. The latter shall carry out the winding-up operations then de-registration of the business from the Commercial and business Register (RCS) or the National company Register (RNE).
Extension of a business
End of business